Superior
by CablesAndCrack
Summary: (Smut) The Superior Spider-Man sets out to prove he is superior to the original in every way, especially with the ladies...
1. Mary-Jane

**Author's Notes: In a way I guess this is a spiritual successor to both Man of Steel and Bat-Romance combining the lay-out of Bat-Romance with the premise of Man Of Steel for a new Spider-Man saga. This is based on Dan Slott's Superior Spider-Man saga where Doctor Octopus has taken over Peter's body and become Spider-Man but I refer to him as Peter for almost all of the story just to avoid creepiness factor.**

Mary-Jane Watson called out, the wind whipping at her hair as she soared through the sky. Her arms were wrapped around his shoulders as Spider-Man swung through the streets of New York. He was right; it had been ages since they'd done this. Maybe _this_ was what had been missing on the last few dates. Where they dates? Or was she just imagining that? Was it just her imagination that she and Peter were getting back together?

In truth, Peter had seemed different these last few weeks. More prepared, more calculated, more... mature... Perhaps they were ready for another shot at a relationship. She was disappointed when they reached her home. With his spider-strength, he eased open her window and she slipped inside. Crouching outside on the railing, he waited to be called in. MJ switched on the light in her apartment and beckoned him in with a grin.

Finally, a success, Peter thought. He was more than just the Amazing Spider-Man now. With Dr Octopus' mind, he was the Superior Spider-Man, and that meant he was going to be superior in _every_ way. Particularly with the ladies...

"Would you like to stay for coffee, Peter?" she asked, almost nervously. Peter grinned; he knew what coffee was code for. "I'd love to..." he said, a soft, alluring tone to his voice. "I should get out of this costume though," he whispered in her ear. She nodded and pointed to the bathroom although he knew where it was. He was gone by the time she looked back, his mask on the arm of the couch.

MJ picked up the mask and examined it closely. It held so many memories for her, so many passion-filled memories. She remembered his birthday just a few years ago, back when they'd been married. He'd had a hard day at work, and had simply been laying there, watching the lightning when she'd come in, dressed only in tight red panties and a green, almost see-through robe. He'd said something about watching the lightning as a child, but she hadn't been paying much attention. She'd dropped the robe and asked him to show her, climbing into the bed with him.

She felt her arousal growing as she remembered that night. The problem then had been that, indicated by the flash of red lightning, he'd been called away. They'd never gotten to finish his birthday gift... She couldn't take it anymore, just thinking about it. Dressed in a tight black top and a pair of skinny jeans, like she had been when she'd first met him, she went to her bedroom. Peter had been so long in the bathroom now that she decided to surprise him. She pushed open the door.

"Face it tiger, you just hit the Jackpot..." Peter grinned as she entered to find him lying on her bed, only in his tight white boxers. A lustful look had come over his eyes. "Peter!" she cried out, "How did you...?" He raised a finger to stop her, "I know you MJ," he said, as his explanation, "Besides, I didn't bring any clothes to change into..." A naughty smile spread across her beautiful face. Like she'd said earlier: he was **more calculated.**

She climbed onto him, her arms wrapping around his shoulders and her head dropping to meet his in a kiss. Peter felt the bulge in his underwear grow. He rested his hands on her hips as they kissed before sliding them up her back, under her shirt and deftly unclipping her bra. MJ barely seemed to notice.

She moaned out softly as Peter flipped her onto her back, laying his body on top of hers gently. His hands roamed her chest beneath her black shirt before easing it up over her head and off her body. He did grope her boobs but only briefly, moving down her body quickly. As his hands passed over her abdomen and past her hips, she moaned again. She could feel him in every crook and curve of her body. He knew just how she liked to be touched.

Parker's old memories were coming in handy, as he held and treasured her body, breathing her in with every breath. Everything about her was familiar; the smell of her hair, the feel of her skin, and the sounds that escaped her, yet at the same time, every moan he brought her was a new conquest for a superior Spider-Man. He gripped the edge of her jeans and tried to yank them off in one swift movement but they caught on her hips and she laughed. He raised his eyebrows as if accepting the challenge.

His hands trickled round her waist and rubbed gently past the top of her thighs until he reached the zipper of her bottoms which he slowly dragged down. The jeans budged more easily now and he dropped them to her ankles. He looked her over, observing her almost naked form. Her skin was a little paler than most but from what he had observed, that was hardly an uncommon trait in natural redheads. His eyes fixed on the outbreak of tiny, almost unnoticeable freckles that dotted the ridge of her nose but left the rest of her body well alone. They dragged down past the adorable dimples in her cheeks, over her large and firm breasts, along the curvy hips of her waist and to her soft, lacey, blue panties. He smirked.

MJ went red in the face as his hands pinched the sides of her underwear. She had forgotten that the knickers she was wearing had a picture of the Spider-Man mask on the front. Her embarrassment faded as he didn't comment on them, he barely even seemed surprised. He was **more prepared. **The cute undies slid over her flesh and down to join the jeans trapped at her ankles. His fingers trailed back up her legs, stroking her thighs before reaching her vagina.

Peter treasured every face she made and every moan she emitted as he toyed with her pussy. His soft fingers rubbed her wet cunt. She got more uncontrolled as he got faster, wailing out and wriggling in his grasp as he pressed down on her clit. He roughly fingered her and sweat covered her writhing body. With his free hand, he took hers and guided it to his erection, still contained within his own underwear. "Do you want me?" he whispered, dropping her small nimble hand onto his cock. "Yes!" she gasped as his fingers slid inside her pussy. She rubbed his shaft through the barrier before gripping the hem and tearing them off. Peter smirked.

He released his controlling grip on her vagina and she breathed out heavily, her chest rising. Without a word, he placed his hands on her hips, and spun her around so she faced into the bed. She felt his penis pressing at her ass. Usually Peter had been talkative when they made love in the past but this time had hardly spoken a word. He was also a lot more confident, more controlling. She liked the new Spider-Man.

He wasted no time, thrusting his cock into her ass and humping up and down. More wails and groans escaped her lips as he grinded into her. His hands slithered around her and gripped her boobs again, pumping them up and down in time to the movements of his dick. He rolled his hips into her again and again while he groped her, screwing her harder and harder into her bed. She clutched onto the edges of the sheets as he fucked her. His lips kissed down her back, his tongue scraping against her skin.

Peter felt himself growing closer to cumming as he pounded her tight ass. He figured the old Peter hadn't used this entrance as much and was enjoying the novelty. Brushing her hair aside, his lips came down onto the back of her neck, nibbling gently as his eyes watched her dark red hair, splayed across the pillow, moving with each thrust. The usually sturdy bed was shaking beneath them as he screwed her and it occurred to him that the old Peter had always moderated his spider-strength in bed. He was taking her harder than she had ever been taken before, harder than anyone else _could_ screw her.

The bed felt like it could break beneath them and so with one last moan from Mary-Jane, Peter came. She closed her eyes as he ejaculated into her ass, his hands dropping her boobs and gripping her butt-cheeks, gently spreading them and sliding his dick out. His cum dripped onto her back as for a moment he just sat there, on top of her. Then he slid himself off and she sat up also, her hair a mess and dropping in front of her eyes. He kissed her cheek and she smiled.

"I'm sorry," he said. MJ's heart jumped. Why did he have to apologise for everything? It was like he had a condition. "But this isn't going to work," he continued and her heart dropped. "I can do the maths; you love me as Peter _and_ as Spider-Man. The problem is that you can't love me _because_ I'm Peter _and_ Spider-Man. Our relationship is the ultimate trap, and the only way I can keep you safe, the only way I can save you, is to let you go..." He stroked her cheek caringly, kissing her for the last time. She looked in to his eyes, not bothering to fault his argument; she couldn't even if she'd wanted to. "I know..." she muttered reluctantly and Peter smiled. As she'd said before:** More Mature. **

The Superior Spider-Man's mind was filled with endless possibilities now. Finally he could stop obsessing over Watson, he could move on with his life onto new conquests. The only question was... who next?

**Author's Notes: Peter and MJ have such a rich history I couldn't resist using some so obviously there's references to their first meeting back in Amazing Spider-Man issue 42 but also a scene from J Michael Straczynski's Happy Birthday arc from around issue 500. Lets' just hope Frank Miller doesn't write a sequel to this story eh? (Spider-Man Reign joke to kill your happiness because I am evil! :P)**


	2. Shadowcat

"Because none of you have ever wanted to punch Wolverine..." Spider-Man snapped at the X-Men. He'd defeated the giant spider mutant attacking New York but they still had to ask him why he'd done things the way he did. It was irritating. On the other hand, there was one advantage. He was glad he was wearing a mask, because then they couldn't tell he was checking out the feisty brunette of the team. Kitty Pryde

The yellow and black costume seemed to fit her quite tightly, but he thought it could probably be tighter. Oh well, he was just going to take it off of her anyway.

Kitty had always had a bit of a fangirl crush on Spider-Man, but the way he had punched Logan out, and the edgier side to his personality now emerging. There was something deeply arousing about that. Maybe it was just her imagination, but he seemed to be looking directly at her, the whole time.

"You should get back to the school guys," she told the team, "I can help Spidey clear up here." Logan didn't seem to like it, but he did as Kitty suggested, taking Hank and the others back to the school. Once they were gone, Spiderman stepped towards her. "You do know I don't deal with clean-up..." he said quietly to her. She blushed and nodded. "I..." she started but she couldn't find the words. He smirked beneath the mask and raised a finger to her lips. "I know," he told her.

He wrapped an arm around her waist and sprayed a web up into the air, catching on a nearby rooftop. They took off in the air, swinging across the sky. Within moments they were at an apartment, entering through a window. Kitty didn't know where the apartment was or who owned it, but she didn't care because once they were inside, he'd laid her down on the table, on her back.

The lights were off and she couldn't see clearly as he took off his mask. Then he climbed onto her and she could see him wink before their lips crashed together. His lips worked hers apart as his hand slid down her side then gripped her crotch through the costume, pressing in her vagina and rubbing roughly. She moaned into the kiss.

He licked her cheek as he pressed on her pussy. She couldn't stop the moans and groans as his tongue dragged around her face while his hand groped her vagina. He flipped her around so she was facing away. He kept pushing on her vagina while the other hand unzipped her costume, kissing down her back. He spun her back around and tugged off her costume fully, tossing it away. Kitty laughed softly as his hands ran down her chest.

Kitty rolled off his shirt, breathing heavily as her chest rose and fell. He pushed down her bra and kissed her boobs. His hands slid back down to her entrance. She moaned out as his fingers slid underneath her pink knickers and pressed into her. Pumping in and out of her vagina, he grinned, savouring her moans. He nibbled on the ends of her breasts causing her to gasp. "I need you..." she gasped as he fingered her. He shrugged and removed the rest of his costume. His dick pressed against her underwear. "How badly?" he asked tauntingly. "Real bad..." she admitted, turning red. He laughed and yanked off her knickers.

He bent her over the end of the table and lightly tickled her butt. She let out a short laugh and then he pressed his penis to her ass. His hands flew to her breasts, working them gently. "Ready?" he asked. She nodded and he started to thrust.

It didn't take him long to get up to speed, pounding into her. Short quick gasps filled Kitty's throat as he screwed her. He released her breasts to grip her hips so he could deliver maximum force. He fucked her so hard the table shattered beneath them and they fell to the floor.

He wasted no time grabbing her again and pulling her back to her where he spread her legs apart and slammed into her pussy. Kitty cried out in shock but quickly caught her breath again. "Wow..." she managed to say between harsh breaths as he fucked her intensely. Spidey could feel she was close so he picked up the pace, thrusting even harder. "Spider-Man!" she screamed out as he she started to orgasm.

He slowed to a stop, pulling out of her, still hard. She took a moment to catch her breath, grinning from ear to ear. He traced a finer down her stomach and over her navel then cupped her face and guided it to his penis. "if you would..." he asked and she nodded, opening her mouth and taking his cock in.

For the blowjob, she sucked down the shaft slowly, while her small fingers massaged his balls. He groaned as she kissed the end of his dick then brought it back into her mouth. His hands rested on the back of her head as it bobbed up and down. "You're amazing..." he told her with a smile as she pressed her thumbs to his testicles. "I prefer uncanny..." she whispered with a smirk as she released his balls and jerked off his shaft, her lips gently pressed against the head. Peter let out a deep sigh and ejaculated down her throat. She grinned.

She stood up and wrapped her arms around his shoulders, kissing him gently. "So do you have a bed, or do we need to find another table?" she asked cheekily as his hands started to roam her body again. "I have a lot of tables..." he told her then leaned down and whispered into her ear, "And web-rope..."

**Author's Notes: ****Don't know exactly what web-rope is, but he has it. In case you didn't work it out, this is set at Avenging Spider-Man 13. I took some inspiration for this from the ultimate universe, where Kitty and Peter were really cute together. Mostly though, I was just seeing Kitty as Emma Watson. Hope you enjoyed. Who else would you like to see? I'm considering Black Widow, Spider-Woman, Black Cat and Ms Marvel at the moment but I'm open to suggestions for who, when and how.**


	3. Black Cat

"So are you going to tie me up and leave me for the authorities then?" Black Cat purred on the open rooftop. "No, I'm going to deal with you myself," The Superior Spider-Man stated. Her hand pressed against his chest eagerly: "I like the sound of that..." she whispered. "I am still going to tie you up though," he added, catching her wrist in his hand. In a click she was handcuffed to the drain pipe.

"Stealing is wrong," he told her, "You've been a bad kitty..." He spanked her roughly and she moaned out. "Oh Spider..." He spanked her again even harder. After another spank, he eased down the zipper at the front of her costume. His hand slid inside and groped her boobs. It started as a gentle caress of her right breasts but very quickly got more forceful and rough. The spanking resumed swiftly as well.

"Anything you'd like to say in your defence?" he asked as he slapped her ass again and then gripped her ass-cheeks tightly. "Don't take off the mask," she moaned, "But everything else is fine..." He cocked his head to the side. "Noted."

Before she could react, the spanking had stopped and his costume was being removed. He dropped his underwear. The head of his penis pushed at her lips and she happily opened them to let it in. She'd never known her spider to get so rough but it was definitely an improvement. His hands came down on the back of her head and at first she sucked him off slowly. Then he pushed her down onto his shaft a little further. She picked up speed as well, her wet lips dragging along his hard cock teasingly. He shoved her down all the way.

Her eyes widened as his full manhood filed her throat and she felt her eyes start to roll into the back of her head. He kept her head planted firmly down on his dick without letting up. She tried her best to keep sucking but she was still recovering from the sudden push and hold. He didn't seem to mind. He yanked her head off by her raven white hair. She breathed desperately for air, her saliva covering his penis.

"That was rough Spider..." she glanced at him. "Did you like it?" he asked simply. She smirked: "Oh yes..." Then he spanked her again.

Black Cat found the hard slaps on her butt made the lecture he gave her on why stealing was wrong much more bearable, each spank sending a searing jolt of pleasure up her spine. She didn't even notice when he finished speaking. She did notice however when he grabbed her around the waist and pushed her down to the floor, her hands still cuffed, and shoved off her costume. His penis slid into her reddened ass easily. Spider-Man smiled beneath the mask, this evidently wasn't Peter's first time fucking her ass.

He screwed her butt forcefully without a moment's hesitation knowing she would love it. His chest pressed down against her back and his arms wrapped around her shoulders. He could feel her heart beating as he pushed in and pulled out of her again and again. Her shining white hair rubbed on his lips as he kissed the back of her neck, savouring her salty sweaty taste. His bare chest rubbed against her spine and she moaned out lustfully.

Felicia's heart was racing as he fucked her hard. Harder than any time she could remember. "What should I do with you?" he taunted as his waist slammed into her and his hips jerked against her butt. "I could leave you here for the cops..." he commented, "Or I could chain you up and keep you as a pet..." this second suggestion actually didn't sound too bad to Felicia. "Or..." he continued again, still pounding into her, "I could give you a chance to reform..." She wondered what he meant by that but was quickly distracted as she felt him tense up inside her. His cock exploded and his cum sprayed into her ass. She moaned out, almost screeching like her animalistic namesake. "Next time you need your Spider-Man fix..." he said standing up, barely seeming even the slightest bit tired, "You don't got stealing priceless artwork, you go here..." he handed a small piece of card with Mary-Jane Watson's address on.

"There are some fun new toys to play with there, mostly leather, and I'm sure you two girls can entertain each other until I arrive." Black Cat looked at him in disbelief, he had never tried to be this controlling before. "I'll see you soon I'm sure," he announced, now back into costume and undoing her handcuffs. It was hard to tell under his mask, but she was sure she saw him wink before he leaped off the rooftop and swung into the night. "Spectacular..." she muttered.


	4. Black Widow

**Author's Notes:** **I'm not happy with the Black Cat chapter so I may go back and redo that at some point in the future but I am pleased with this Black Widow chapter. Not sure who's next, I'm thinking Ms Marvel, Spider-Woman or Invisible Woman. **

"There's red in my locker," Spiderman said, "You told me that, and you said that if I ever needed someone to help me deal with that, to call you." Black Widow nodded. "I meant it," she said softly. Spiderman stepped towards her. "So I called you," he replied quietly, "so we can work it out..." He reached out and took her hands in his then lifted them up over her head. There was a 'thwip' as the web-fluid ejected from his wrists and held her arms up against the wall. Her eyes widened.

The room was silent except for Natasha's heavy breathing as Spidey caught the zipper of her costume with his thumb and finger and dragged it slowly down. The zipper reached her belt and Natasha closed her eyes while he rolled his mask up to his nose and kissed lightly up her midriff, his lips pushing gently into her skin.

A slight moan escaped her mouth as he plastered his lips to her collarbone. His hands fondled her breasts in the white sports bra that held them. Then he wrapped his arms around her, feeling the black fabric on her back before unbuckling her belt. His fingers crept under the tight thin leather of her costume and ran up her smooth back to the strap of her bra which he deftly unfastened.

The Black Widow moaned again when she felt Spiderman suckling on her naked boobs. His hands wandered, sliding down her torso and beneath the leather bottoms of her costume. In mere moments he was rubbing her pussy, the wet underwear providing no barrier. Natasha's moans became sharper and more frequent.

Widow sighed when he released her vagina. He now reached up and broke the webbing holding her arms up. Natasha immediately leaped forwards onto Spiderman and pushed him onto his back on the floor. Her thighs clamped to his waist and she lifted off the red and blue top of his costume. His left hand came down on her ass and gripped it tightly. His thumb rubbed her left cheek and his pinky finger rubbed her right, while his middle finger pushed between the two ass-cheeks. His free hand was helping her arms out of her outfit and rolling the leather off her back.

Their lips were locked together and making out passionately. He kept groping her ass until she slammed him down out of the kiss and his arms flung back. He looked at her confused and she smirked. Her fingers worked their way into the bottom half of his costume and pulled it off. Her hands cupped the bulge in his boxers, her thumbs stroking slowly but forcefully. He moaned for her then she tugged off the underwear.

Natasha's tongue breezed over the edge of Spidey's crotch. The erect penis throbbed lustfully. With another smirk, she took it into her mouth and sucked long and hard. The blowjob sent thunderous sensations up Spidey's body and he couldn't hold back a groan. Her experienced red lips worked the shaft of his cock with speed, her tongue stroking along it and the tips of her fingers lightly tickling his balls.

Spidey's hands wove into her crimson hair and pushed her head down further onto his dick. Her lips slithered over his cock and she rubbed at his balls harder. His cock slid down her throat further and for a moment she held it there, her eyes widening, before they pulled apart.

His hard cock still pressed at her chin while she caught her breath. Without a word, he helped her slide out of the rest of her costume, tearing apart her knickers to get to her vagina. He dragged his penis down over her body, her slick skin massaging it, until he reached her entrance. She was on top and he could tell how hard she was breathing not just from the force of her breaths, but from her heaving breasts. He pulled back dramatically and waited for her to signal she was ready. She gave a short sharp nod. He pounded up into her. Her sweaty body bounced up and down on top of him as he thrust up into her. With a look of determination on her face, Black Widow start to thrust back down at him. His hands gripped her hips as they grinded his down into the ground powerfully. Her hands rested on his shoulders as she slammed him down again and again.

Natasha was so strong and forceful that Spiderman just let her work, pounding him down into the ground again and again. She was fantastic; she fucked like a goddess and had the body of an Olympic athlete to go with it. As their sweat-coated bodies crashed into each other over and over, Spidey couldn't last any longer. He ejaculated. Both of them tensed up, moaning out in unison. The screwing slowed to a gradual stop.

"Feel like we've worked this out yet?" Natasha asked, rolling off him. "We did work it pretty hard," Spiderman grinned. "But there is a lot of red in your locker..." Widow retorted. "There's also a redhead I'd like to put in my locker and fuck her brains out..."

Black Widow took his hand, squeezing it tightly: "Then we'd better work that out..."


	5. Invisible Woman

Spiderman knew the Fantastic Four well. He'd even been a member of the team when they were calling themselves the Future Foundation. They were amongst the few that knew his secret identity as Peter Parker. They were not aware of Peter Parker's secret identity Otto Octavius.

Johnny Storm was one of Parker's best friends, but the Superior Spider-Man was more interested in his sister. Susan Storm was the smart and sexy super-heroine: The Invisible Woman. The simple fact of it was: she was hot.

"We should make out," Spidey said. "What?" Sue spun around to face him shocked. "That's what we do, to enough the Torch, isn't it?" his mask was off, and the Peter Parker face was grinning. "Peter..." she said, still surprised at the suddenness of this request, "that was years ago, and I'm married now." Peter sighed, but didn't reply.

"Alright, we don't have to do it in front of Johnny, it can be our little secret," he decided. She raised an eyebrow. "Don't try and tell me you don't want to," he teased, "I mean Reed's a great man, fantastic actually, but when was the last time you made love and he was paying attention rather than working out equations for his latest project in his head?" Susan bit her bottom lip silently, unwilling to admit the truth of Peter's words. "Wouldn't you like, just once, to make love with a man who is not only scientifically brilliant, but also keeps his mind in the 'real' world most of the time? A man who would actually have sex with you, not just go through the motions..." Sue swallowed then she sprung forwards, flinging her arms around him and pressing a kiss to his mouth that quickly turned into a full-on snog.

He wrapped his arms around her and pulled her back with him onto the desk of the particular workshop they were in, inside the Baxter Building. She was already ripping at his costume, desperately clawing at it to get it off. Peter was impressed by her enthusiasm. He ran his hands down her back slowly. When they reached her ass, he squeezed it tightly, evoking a moan from the blonde's succulent lips.

Being heroic clearly suited Susan, looking at the shape of her body. It was the kind of body you couldn't help but dream of screwing. He then traced a finger along the inside of her thigh, slowly dragging the digit over the blue molecules of her costume. When it reached it, that finger continued to trace lines, specifically spirals, into the section of her costume over her crotch.

Sue's breathing sharpened as he stroked her vagina. Most of his costume was already gone but her costume was relatively untouched. Susan realised that Peter probably had no idea how to get it off of her. There was a zip on her back that undid it, but it was well concealed. She gestured to it for his benefit; he nodded his thanks.

They shuffled around on the desk so that he was on top, then he spun her around to face the desk, giving him easy access to her back. He caught the zipper between thumb and finger on one hand, the other hand still at her crotch, and slowly dragged down. With each part of her skin that was revealed, he felt his erection grow, and Sue felt the bulge in his boxers press against her a little harder.

He was stripping her tantalisingly slowly, and at that exact moment he was taking a break from the zip to massage her shoulder blades, but his hand that was trapped underneath her was anything but slow as it rubbed her vagina. Sue had devolved into a string of gasps and moans as he massaged both her shoulders, and her pussy.

The zip made its way down gradually, and was eventually in such a position that Peter could tear her costume away from her body. She was still moaning, still face-down on the desk, still having her pussy pleasured, still pinned down beneath him, and still clad in her underwear. Peter decided only one of those things was a problem and his free hand rapidly unlatched her bra.

His vagina-rubbing hand slipped inside her knickers and worked flesh on flesh. By the time his fingers dipped inside of her, pumping in and out of her entrance, Susan was wailing with arousal. With his other hand, he yanked her underwear down to her ankles, then did a similar move to his own. He pulled himself close to her and the free hand slid around her waist to her breasts. Storm's modest rack was enough to keep that hand busy, pinching her left nipple then working the boob up and down roughly.

With both of this hands occupied, there was only one more part of him that Peter needed to satisfy. His cock pressed at her ass but didn't move any further, as if waiting for some kind of signal. Amidst the gasps of pleasure Sue was overtaken by, she managed to cry out something along the lines of 'fuck me!' This was apparently the signal Peter was waiting for as he immediately grinded his body down into hers, his dick sliding into her ass.

It didn't take long for him to get into rhythm, pounding up and down into her. If he had a dollar for every time she moaned out, he'd be richer than Tony Stark. His right hand kept groping her breasts, squeezing and tugging eagerly. His left hand fingered her deeply with two fingers while his thumb encircled her clit.

Her body trembled with each thrust he made. He was stronger than anyone else Sue had ever been with, clearly spider-strength was underrated. Susan wasn't sure how long she could last with him slamming into her ass. When he dragged his tongue up along her spine just as the deepest finger-pump coincided with a massive thrust of his hips and a hard grab of her tits, she couldn't last any longer.

Peter felt the wet sensations in her pussy grow, soaking his fingers, but he kept pounding, fucking her as hard as she deserved. His fingers left her vagina and travelled up to her boobs. He cupped a breast in each hand, and then he squeezed to an even tighter grip than earlier provoking her to cry out. All the while he kept screwing her ass.

Sue Storm calling out his name in lust and desperation during her second orgasm along with the loudest wail yet, was what set Peter off. His screwing grinded to a halt as he came. Both of them lay panting as the cumming start to tail off. Peter was quite enjoying, lying there, pressed against her back, pinning her to the desk, when suddenly she disappeared. Sue had turned invisible. He felt her slither out from underneath him and he rolled over onto his back in slight disappointment. "Where are you?" he muttered, his eyes searching the room.

He felt an invisible set of fingers wrap around the shaft of his cock and it immediately stood up erect again. This was followed by an invisible pair of lips, aided by an invisible tongue, close around his penis. Then it was Peter's turn to be lost in a string of gasps and moans...


	6. Spider-Woman

Spiderman pushed her down to the ground and started to pull at her costume. She let out a moan as his hands roamed her body, stripping her of the red and yellow outfit. Spidey was caught in her web, the smell of her hair, feel of her body and beauty of her features holding him captive. She lent a hand to strip him also.

_It was the old Avengers apartment from the Dark Reign. The one that had belonged to Captain America. The New Avengers had spent some tough moments down there. Spiderman wasn't entirely sure why he'd chosen to meet her there but it had seemed right. The door creaked open and Jessica Drew, Spider-Woman, entered._

They were clad in just underwear now. Peter's hand slipped into her knickers and her throat was filled with a string of gasps and moans. The expression that had set on his face showed he was calculating his next move

_"Why did you need to see me?" Jessica demanded. "We need to talk about your name," Spiderman responded. Jessica's brow furrowed in confusion. "What's wrong with my name?" she asked, stepping towards him. "It's Spider-Woman. As in the partner of Spider-man." he answered. She glared at him. "You've never complained about me using Spider in my name before..."_

Her bra was the first to fall and his hands pounced onto her exposed breasts like a tiger onto its prey. He clasped her boobs tightly and his thumbs brushed over her nipples several times. Her hands were pressing against his chest testingly, as if daring him on.

_"It's not a complaint," Spiderman said quickly. She cocked her head to the side. "I just think, if you're going to be a Spider, we should welcome you into the family properly." His mask was off, she already knew his identity. He winked. "Peter..." she groaned, "You know how my powers work, they're making you attracted to me." He grinned. "Do I look like I care?" He stepped towards her again. Both of them were breathing heavily, their chests rising and falling. "Imagine it Jessica, Spiderman and Spiderwoman together for one night. We'd be amazing." "Peter..." she protested. "We'd be spectacular..." he argued. She didn't respond. He leaned towards her and whispered: "We'd be superior..." Then she kissed him._

They were at it like dogs, pawing at each other in lust-filled hazes. Her body pressed tightly beneath him, Jessica's hands crawled free and wandered to the rim of his boxers. His underwear was tossed aside swiftly. With a smirk on his face he retaliated, tearing her knickers apart. A primal force rose up inside of him as the shreds of her underwear were discarded and he had her pinned tightly beneath him. He spanked her roughly.

Exquisite noises came from Jessica Drew as Peter spanked her. Each time his hand made contact with her ass-cheek he thought it would be the last time and he'd move onto the next activity, but each time she made a new noise that made him spank her again. She was offering no resistance, now on all fours as he sat back on his knees behind her, slapping her butt repeatedly.

The spanking lasted far longer than Peter had expected it to, but perhaps not as long as Jessica would have liked. She did like what came next though. His dick rammed into her tight ass.

As he fucked her doggy style, his hands rested on her shoulders, gently rubbing. She was panting for breath as he thrust back and forth. Much to her amazement, each time she called out for him to go faster or to go harder, he did. She didn't think it was possible, but each time he managed it. Her body was shaking with each monumental thrust he gave.

Then Peter spun her onto her back, laying her down and positioning himself above her. He started to thrust down into her again. His lips pressed into hers in a passionate kiss, his tongue searching her mouth, fighting against hers for control. She felt the pounding of his hips draw to a close and he ejaculated. He kept kissing her though, then he brought his lips back and kissed down her neck and along her collarbone.

His mouth travelled all the way down her naked body until it finally became clear to the nude Jessica that they were far from finished when he started to kiss her vagina. His tongue dancing over her clit. "Amazing..." she moaned out in disbelief and delight.


	7. Ms Marvel

**Author's Notes: ****I think Carol was actually Captain Marvel when Superior Spider-Man started, but I did her as Ms Marvel here. (see what I did there? XD) Yeah, this gets a bit kinky towards the end *shrugs* I got into it. Also, Cables will kill me if I don't say this: there's a new official Cables And Crack Twitter feed up, check it out to be alerted to updates and new stories as well as listen to random pieces of trivia we find out, or pieces of artwork or other stories we think are cool and worth checking out. Just put in the twitter dot com stuffs then slash CablesAndCrack. Hope to see you all there  
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When Ms Marvel flies out of the sky to the rooftop you're on and wordlessly starts making out with you, you don't ask why. Spiderman simply smiled and kissed her back. His arms wrapped around her waist and pulled her close to him. The strong blonde's arms were around his neck, and his mask was peeled up over his chin so their lips could meet and tangle.

The realities of being a superhero meant there were days when you were face with your own mortality. For Carol Danvers, it had been one of those days and she'd realised she didn't want to be alone tonight. His hands ran along her back, soothing her skin caringly. His fingers latched onto a few strands of her golden hair, and gently twirled it playfully.

The kiss broke off and Carol looked at him longingly. "Ms Marvel..." he whispered playfully, "Why don't we take this down into my apartment..." She answered him with a gentle peck to his cheek.

Carol's boots were stood by the door of Peter's apartment. Her costume was discarded nearby, lying next to Spidey's shirt. Not far from there was the rest of Spiderman's costume. Just across from there was the bed where Peter and Carol were rolling passionately under the covers, stripped to their underwear.

Carol was on top, her hair flowing over her shoulders and her legs straddling his waist. While Spidey's mask was laying peacefully on the cabinet besides them, Carol still wore her domino mask. Peter's hands were gently stroking her heaving breasts. She leant down and her lips sizzled with lust as they connected with his.

He flipped her onto her back and pulled himself onto her. "Peter..." she moaned out as he placed kisses down her neck and over her chest. She felt her bra click open and fall away. His wandering hands roamed her torso, rubbing her boobs deviously.

She needed to retaliate so she yanked away his underwear. His penis stood upright and her fingers curled around it. He moaned out as she rubbed along his shaft gently. She had him in her power now as she rolled him over onto his back and her tongue breezed over the head of his cock.

Peter couldn't stop himself from calling: "Carol! Oh god, Carol!" She was a master, her mouth gently working his dick with the utmost precision. Nothing could compare to the way she treated him for the next few moments. The way her hands rubbed and squeezed and her lips pressed and teased. He couldn't stop the moans and groans that she evoked from him with such ease. Then she broke away.

Peter was determined to get her back for that slice of heaven and pulled her tightly to him. He pressed a slight kiss to her nose lovingly then rolled them both out of bed and onto the floor, lost in a heap of duvet and sheets. She cried out with surprise and he positioned himself on top of her. His fingers pinched her knickers and trailed them over her thighs and calves down to her ankles.

His penis was pressed against her thigh, but it was his fingers that found her vagina first. The tips of his fingers rolled over her clit gently and she moaned out. The noises that followed as he toyed with her pussy, pinching her clit, were indecipherable. Tightly held between his thumb and forefinger, he rubbed the clit with the care and love a stamp collector would treasure the rarest stamp in the world with.

When he finally released her soaking wet vagina from the grasp of his fingers, she sighed out. Her freedom was only for a moment though because now his hips had found hers. He grinded down into her.

She shrieked out as he pounded down into her, holding none of this strength back. Their super-strengths were well-matched and pleasure watched over them both. His pelvis swung back and forth on her, each harsh thrust creating a loud reaction from Ms Marvel of some kind.

He gripped her firm breasts hard and pumped them up and down roughly, in time to his thrusting. They were both panting and coated with sweat when he finally lifted her off the ground and slammed her into the wall, his fucking not slowing at all. Her legs wrapped around his waist and her feet pressed his butt forwards, urging him on. He screwed her harder in response.

The blonde's body tensed up and the sweating wreck of a super-heroine was overcome with orgasm. He triggered too, shooting into her. "Ah!" she moaned out and they collapsed back down onto the floor.

"That was fun," Carol panted. "It was inevitable," Peter stated. She raised an eyebrow. The arrogance that flowed through Peter dissipated and he turned redder in the face, "I just mean... I meant... we were both attracted to each other so it made sense that... I'm sorry. I meant to say: you were absolutely amazing."

Carol laughed. "Good save." She kissed him deeply. "You didn't tell me you liked it rough too," she whispered. "Rough? That wasn't anywhere near rough," he laughed. A lustful look filled her eyes and she untangled herself from him, standing up and pressing herself against the wall again.

Her ass was right there, ready for the taking. "Show me..." she winked. He grinned as he picked up his web-shooters and webbed her hands to the wall, trapping her in that position. His hands rubbed her fore-arms gently as his hips positioned themselves at her butt. "Prepare to be amazed," he whispered teasingly into her ear, then he slammed his cock into her ass, fucking her rough and hard.

She shrieked and moaned with pleasure and his hips kept pounding into her. He spanked her ass forcefully and she cried out. "This better?" he asked as he screwed her even harder, while spanking, groping and fingering her. She was going to spend the rest of the night webbed to his wall as his marvellous new fuck toy so he wanted to make sure she was comfortable. She winked through her mask. "Superior," she screamed out.


	8. Gwen Stacy

**Author's Notes: ****I'm afraid this is the end for Superior. As a sort of epilogue I guess, I decided to do Spidey and Gwen, if you want to imagine this as Superior having travelled back then I guess you could, but I wrote it as plain ol' Petey with Gwen. In the comics Gwen doesn't know Spidey's identity and hates him, blaming him for the death of her father. So for that reason I decided to use Movie Gwen. Also: Emma Stone. I hope you enjoyed Superior and I hope you like this finale. 'Til next time True Believers**

Gwen jumped as Spiderman appeared at her window. Rushing over she opened it and let him in. "I've told you not to do that Peter!" she scowled at him. "But it's so fun," he grinned. "Where are your parents?" he asked looking around, not wanting to be caught in costume. "Out," Gwen said, "It's just me home."

Spidey grinned again taking off his mask: "Spectacular," he grinned. He sat down with his girlfriend on the edge of his bed. They were both quiet for a moment then Gwen spoke up. "So I guess it's just us now..." she whispered, biting her bottom lip. "I guess," Peter responded, his heart racing as he looked at the blonde beauty. She took his hand and held it in hers. "That means there's no-one here to catch us..." she whispered. "Yeah, my secret is safe," he grinned casually tossing his mask to the ground so his hand was free to cup her cheek as he kissed her. "That wasn't what I mean," she whispered back. "I know," he winked, and the kiss became more passionate.

They wriggled onto the bed so they were more comfortable with Peter lying on top of her. Her legs lifted slowly and wrapped around his waist. Spidey carefully started to roll her shirt up, pressing kisses along her stomach as he went. She lifted her arms up for him to pull it off of her. Without hesitating, his hands flew to her bra, unclipping it gently then tossing it aside. As he kissed her breath he could literally hear her heart pounding with excitement.

Gwen quickly stripped Spiderman of his costume and even faster whipped off his boxers leaving him naked above her. He smiled. This wasn't the first time he'd been nude with Gwen, they'd had this kind of fun together before but, he'd never managed to get her naked. She'd happily give him a blowjob but they'd never actually gone all the way before. Now that was going to change though, now they were both ready.

He placed his hands on her thighs and rubbed carefully, making sure each deft movement of his fingertips evoked some noise from her lips. Each of those sounds he captured with a kiss. His hands slid further and further up the delicate skin of her legs until they disappeared under her skirt. She made no protest as he tugged her knickers down to her ankles.

"Do you want me to suck you off first?" she asked nervously, not wanting to rush in. Gwen was prepared to let him fuck her but she wanted to ease into it first with something she was familiar with. Peter, seeing she was actually saying she wanted to rather than asking if he did, nodded with a comforting smile. They rolled over so he was on his back and she was on top of him. She smiled wider and slid down his body, her head dragging down his chest, her blonde hair trailing after it.

He felt her cheek press against his hard cock and he closed his eyes. Then her tongue dashed across it. The first blow always hit him the hardest and Peter gasped. Encouraged, Gwen continued, rolling her tongue over his penis several times before taking the shaft into her mouth. Her head bobbed up and down on him, her lips sliding with it along his cock. It was over as soon as it started though as Gwen pulled back, eager to get on with the main event and not wanting to use up Peter yet.

Peter's hands slid under her skirt again and gripped her ass. "Peter..." she moaned as he squeezed. "You know, I'm not really naked while I've still got that on..." she managed to say as he groped her. "I like the skirt," he commented. "Peter..." she moaned out again as he squeezed tighter. "I'm just saying... if you want to see me naked you should do it properly." He cocked his head to the side as if considering. "We should do _this _properly, it's our first time. I'll wear the skirt next time and we can try all sorts of things but this time, just this time, I want to do it properly." Spidey nodded understandingly and tugged the skirt down too.

He allowed himself a moment for his eyes to trail over her naked body. "God you're beautiful," he muttered causing her to smile. "Should we...?" she asked. He nodded. "You're on the top and you're in control," he told her, "so you set the pace and I'll follow." Gwen nodded and brought her hips down onto his.

His cock pushed into her pussy and she cried out. They lay there for a moment, getting used to each other, then Gwen's hips started to sway. Slowly and gently, she let herself grind against her boyfriend, rolling her hips up and down. Peter, following her lead, gently thrust forwards a little at a time. As they found their rhythm they sped up and Gwen found her hips bucking against his sharp and hard thrusts.

"Oh God!" Gwen cried out rolling them over so he was on top and she lay on her back. He raised an eyebrow. "Take control," she ordered and he laughed, thrusting into her at his own pace now. His dick pounded into her, roughly penetrating her vagina. It didn't take long for him to cum and it took even less time for her. "OH GOD!" she screamed out as he finished in her. They lay there panting and gasping for breath.

"Why did we wait so long to do that?" she asked with a smile. "I honestly don't know," he admitted, kissing her. "I love you," she hugged him tightly. "I love you too," he responded, "And I swear I'm not going to let anything happen to you..."


End file.
